Pandora to Acquire Ticketfly to Create World’s Most Powerful Music
Discovery Platform

The leaders in music streaming and live events technology will come
together to transform the music experience

October 07, 2015 08:05 AM Eastern Daylight Time

OAKLAND, Calif.--(BUSINESS WIRE)--Pandora (NYSE:P), the world’s most powerful music discovery platform,
today announced it has entered into an agreement to acquire Ticketfly,
Inc., a leading live events technology company, to create the definitive
music platform for connecting fans, artists and event promoters. The
move is the latest step toward achieving Pandora’s mission to help
artists find their audience and help listeners find the music they
love—whether it’s coming through their earbuds or live on stage.
Ticketfly provides ticketing and marketing software for approximately
1,200 leading venues and event promoters across North America and makes
it easy for fans to find and purchase tickets to events.

The transaction is valued at approximately $450 million, subject to
certain purchase price adjustments, with a nearly equal balance of cash
and stock.

The combination of Pandora and Ticketfly will solve the longstanding
problem of event discovery by seamlessly connecting Pandora’s nearly 80
million monthly active music fans to events they’ll love. This will
enable artists and promoters to sell out more shows and will strengthen
the bond between artists and their fans. The companies will also harness
the power of their combined data to create new tools for music makers to
increase their revenue and improve recommendations for fans to enhance
their overall music experience.

“This is a game-changer for Pandora – and much more importantly – a
game-changer for music,” said Brian McAndrews, chief executive officer
at Pandora. “Over the past 10 years, we have amassed the largest, most
engaged audience in streaming music history. With Ticketfly, we will
thrill music lovers and lift ticket sales for artists as the most
effective marketplace for connecting music makers and fans.”

Ticketfly was founded in 2008 by the team that pioneered online ticket
sales and has become a major force in the live events industry. This
year, Ticketfly was named one of Fast Company’s “Most Innovative
Companies in Music.”

In 2014, Ticketfly sold 16 million tickets to more than 90,000 live
events, generating more than $500 million in transaction volume and
crossing the $1 billion mark in cumulative transaction volume.

Ticketfly powers more than 600 websites on behalf of its clients
making it the leading provider of website technology to the live
events industry.

An average of 14 million people visit Ticketfly.com and its network of
client sites each month.

Ticketfly works with a marquee roster of tastemaker venues and
promoters, including: the famed 9:30 Club in Washington, D.C., the
19,000-capacity Merriweather Post Pavilion in Maryland, Burning Man
and the Pitchfork Music Festival.

Moving forward, Ticketfly will continue to support its music and
non-music clients alike.

Pandora’s acquisition of Ticketfly takes the company beyond its Internet
radio roots and builds on its progress to become an indispensable
partner to music makers and create the leading data-enabled marketplace
for artists and fans.

A year ago, Pandora launched its Artist Marketing Platform (AMP), a
suite of tools to allow artists to understand, engage with and market
to their fans.

Earlier this year, Pandora rolled out Artist Audio Messages, giving
artists the opportunity to speak directly to fans through recorded
messages.

Pandora also acquired Next Big Sound to generate even more insights
into artists, their fans and music trends.

Recently, Pandora has increased its focus on live music, helping bands
like the Rolling Stones and ODESZA to sell out shows. With its ability
to identify and connect with fans, Pandora sold out tickets for the
recent Rolling Stones tour in record time. Demand for ODESZA was so
great that additional shows had to be added to the tour.

“Pandora’s entry into live events is a watershed moment for the music
industry and will forever change the landscape for artists, promoters
and fans,” said Andrew Dreskin, co-founder and chief executive officer
of Ticketfly. “Ticketfly and Pandora are a perfect fit: two companies
that are extraordinarily passionate about music and improving the
experience for the entire ecosystem. The combination of Ticketfly and
Pandora will be a marketing and event discovery powerhouse, giving
venues and promoters unprecedented access to a massive and targeted
audience of nearly 80 million music fans.”

Live events are growing at a rapid pace:

Top artists currently earn 80 percent of their revenue through touring.

Per capita spend on live music grew 65 percent from $29 in 2008 to $48
in 2014.[1]

North American concert ticket sales grew 22 percent since last year,
fueling a rapidly growing industry now estimated at $6.2 billion.[2]

Music lovers often don’t know their favorite musician is in town. 40
percent of live event tickets go unsold, primarily due to lack of
awareness.

“Live music is booming, and we can grow the number of shows being staged
and tickets being sold,” added McAndrews. “Attending a live show is
powerful, and we want to make it easier for all music fans to enjoy live
music. By acquiring Ticketfly, we will bring live events more fully into
the fold, enhancing the Pandora experience.”

ABOUT PANDORA

Pandora is the world’s most powerful music discovery platform – a place
where artists find their fans and listeners find music they love. We are
driven by a single purpose: unleashing the infinite power of music by
connecting artists and fans, whether through earbuds, car speakers, live
on stage or anywhere fans want to experience it. Our team of highly
trained musicologists analyze hundreds of attributes for each recording
which powers our proprietary Music Genome Project®,
delivering billions of hours of personalized music tailored to the
tastes of each music listener, full of discovery, making artist/fan
connections at unprecedented scale. Founded by musicians, Pandora
empowers artists with valuable data and tools to help grow their careers
and connect with their fans.

Ticketfly is a technology company reimagining the live event experience
for promoters and fans. Its powerful ticketing, digital marketing, and
analytics software helps promoters book top talent, sell more tickets,
and increase in-venue revenue, while its consumer tools help fans find
and purchase tickets to great events. The company was co-founded in 2008
by Andrew Dreskin, co-founder of TicketWeb, the first company to ever
sell tickets online. Since then, over 1,200 leading venues and promoters
have partnered with Ticketfly to power their events, including
Merriweather Post Pavilion, Forest Hills Stadium, the Brooklyn Bowl, and
Pitchfork Music Festival. In 2015, Ticketfly was named one of Fast
Company's "Most Innovative Companies in Music."

"SAFE HARBOR" STATEMENT

This press release contains forward-looking statements within the
Private Securities Litigation Reform Act of 1995, including, but not
limited to, statements regarding the completion of the acquisition of
Ticketfly, and the timing of doing so, and the benefits to Pandora from
the acquisition of Ticketfly. These forward-looking statements are based
on Pandora's current assumptions, expectations and beliefs and involve
substantial risks and uncertainties that may cause results, performance
or achievement to materially differ from those expressed or implied by
these forward-looking statements. Factors that could cause or contribute
to such differences include, the failure or delay in the satisfying of
closing conditions to the acquisition, difficulties in integrating the
Ticketfly business, and other uncertainties associated with the
acquisition of a new business, competitive factors; our ability to
manage our growth; and general economic conditions worldwide. Further
information on these factors and other risks that may affect the
business are included in filings with the Securities and Exchange
Commission (SEC) from time to time, including our most recently filed
Annual Report on Form 10-K and Quarterly Report on Form 10-Q,
particularly under the heading "Risk Factors."

These documents are available online from the SEC or on the SEC Filings
section of the Investor Relations section of our website at
investor.pandora.com. Information on our website is not part of this
release. All forward-looking statements in this press release are based
on information currently available to Pandora, which assumes no
obligation to update these forward-looking statements in light of new
information or future events.